MIRA INFORM REPORT

 

 

Report Date :

26.09.2007

 

IDENTIFICATION DETAILS

 

Name :

RELIANCE PETROLEUM LIMITED

 

 

Country :

India

 

 

Registered Office :

Motikhavdi, P.O. Digvijaygram, District Jamnagar 361140, Gujarat

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

24.10.2005

 

 

Com. Reg. No.:

04-48030

 

 

CIN No.:

[Company Identification No.]

U11100GJ2005PLC048030/U99999MH2005PTC156971

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

RKTR01044B

 

 

PAN No.:

[Permanent Account No.]

AAACR5691P

 

 

Legal Form :

A Public Limited Liability Company. The company’s shares are listed on the stock exchanges.

 

 

Line of Business :

Company is setting up a  Refinery Project

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 530000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of Reliance Group, country’s premier industrial house. Fundamentals are strong and healthy. Payments are always correct and as per commitments.

 

The company can be considered good for any normal business dealings.

 

It can be regarded as a promising business partner in a medium to long-run.

 

 

LOCATIONS

 

Registered Office :

Motikhavdi, P.O. Digvijaygram, District Jamnagar 361140, Gujarat, India

Tel. No.:

91-288-3011 805

Fax No.:

91-288-3011850

E-Mail :

rpl.ipo@ril.com

Website :

http://www.reliancepetroleum.com

 

 

Corporate Office :

3rd Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021,

Tel. No.:

91-22-2278 5214 / 2278 5568 / 2278 5585 / 2278 5589 / 2278 5000 / 2278 5185 / 2278 5560

Fax No.:

91-22-2278 5111

E-Mail :

investor_relations@reliancepetroleum.com

ccd1@ril.com

Website :

http://www.reliancepetroleum.com

 

 

Project Location :

Special Economic Zone, Taluka Lalpur, District Jamnagar – 361140, Gujarat, India

 

 

DIRECTORS

 

Name :

Mr. Mukesh D. Ambani

Designation :

Non-Executive Chairman

Address :

Sea Wind, 39, Cuffe Parade, Colaba Mumbai 400 005

Date of Birth/Age :

49 Years

Other Directorships

 

  • Reliance Industries Limited
  • Chairman Reliance Europe Limited
  • Indian Petrochemicals Corporation Limited
  • Reliance Retail Limited
  • Pratham India Education Initiative

 

 

Name :

Mr. Hital R. Meswani

Designation :

Director

Address :

Woodlands, Flat No C – 23/24 67 Pedder Road, Mumbai 400 026

Date of Birth/Age :

38 Years

Other Directorships

 

  • Reliance Industries Limited
  • Reliance Industrial Investments & Holdings Limited

 

 

Name :

Mr. Manoj Modi

Designation :

Director

Address :

Flat No. 7, BEST Apartments,Walkeshwar, Mumbai 400 006

Date of Birth/Age :

49 Years

Other Directorships

 

  • Reliance Retail Limited
  • Tally Solutions Private Limited

 

 

Name :

Mr. P. M. S. Prasad

Designation :

Director

Address :

92/93, Bakhtawar Co-operative Society Limited, 22, Narayan Dabholkar Road,

Mumbai 400 006

Date of Birth/Age :

55 Years

Other Directorships

 

  • Jamnagar Ratlam Pipeline Company Limited
  • Jamnagar Kandla Pipeline Company Limited
  • Reliance Gas Pipelines Limited
  • Reliance Infrastructure Limited
  • Delphinus Commercials Private Limited

 

 

Name :

Mr. Yogendra P. Trivedi

Designation :

Director

Address :

“Mistry Manor”, 62-A Napean Sea Road Mumbai 400 006

Date of Birth/Age :

78 Years

Other Directorships

 

  • Reliance Industries Limited
  • Safari Industries (India) Limited
  • Colosseum Sports & Recreation International
  • The Supreme Industries Limited
  • Birla Power Solutions Limited
  • Sai Service Station Limited
  • The Zandu Pharmaceutical Works Limited
  • Zodiac Clothing Company Limited
  • Ushdev International Limited
  • Clare Mont Trading Private Limited
  • Telstar Travels Private Limited
  • Trivedi Consultants Private Limited
  • Monica Travels Private Limited
  • Bloomingdale Estates Private Limited
  • Metro Exporters Private Limited

 

 

Name :

Mr. Mahesh P. Modi

Designation :

Director

Address :

B-92 Sector 27Noida 201 301 (U.P.)

Date of Birth/Age :

67 Years

Other Directorships

 

  • Reliance Industries Limited
  • Mangalore Refinery and Petrochemicals Limited
  • ICICI Prudential Life Insurance Company Limited

 

 

Name :

Mr. Atul S. Dayal

Designation :

Director

Address :

21, Valentina, Naoroji Gamadia Road, Mumbai 400 026

Date of Birth/Age :

58 Years

Other Directorships

 

  • Reliance Power Ventures Limited
  • Pudumjee Agro Industries Limited
  • Gammon India Limited
  • Actavis Pharma Limited
  • Goa Publications Private Limited
  • SMS Biopharma Private Limited
  • Harbingers Developers Private Limited
  • Novation Developers Private Limited
  • Millennium Developers Private Limited
  • Arcadia Estates and Developments Private Limited
  • Spectrum Informative Services Private Limited
  • Pavna Agro Farms Private Limited

 

 

Name :

Mr. Bobby Parikh

Designation :

Director

Address :

7th Floor, The Jackers, 113 Carter Road,Bandra West, Mumbai 400 050

Date of Birth/Age :

42 Years

Other Directorships

 

  • HDFC Bank Limited
  • Erix Advisors Private Limited

 

 

Name :

Mr. Jagjeet Singh Bindra

Designation :

Director [June 21, 2006]

 

 

Name :

Mr. Michael Warwick

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. K Sethuraman

Designation :

Company Secretary and Compliance Officer

Address :

3rd Floor, Maker Chambers IV,222 Nariman Point, Mumbai 400 021, India.

Date of Birth/Age :

91 22 2278 5214

Qualification :

91 22 2278 5111

Experience :

rpl.ipo@ril.com

 

 

Name :

Mr. Ramesh Kumar Damani

Designation :

Company Secretary

 

 

Audit Committee :

  • Yogendra P. Trivedi – Chairman
  • Mahesh P. Modi
  • Bobby Parikh

 

 

MAJOR SHAREHOLDERS

 

As on 30.06.2007

 

Names of Shareholders

No. of Shares

Percentage of Holding

Shareholding of Promoter and Promoter Group2

 

 

Indian

 

 

Bodies Corporate

3375000000

75.00

Foreign

 

 

Bodies Corporate

225000000

5.00

Public shareholding

 

 

Institutions

 

 

Mutual Funds/ UTI

44468619

0.99

Financial Institutions / Banks

162188506

3.60

Insurance Companies

98513624

2.19

Foreign Institutional Investors

137323160

3.05

Non-institutions

 

 

Bodies Corporate

138287918

3.07

Individuals

 

 

Individuals -i. Individual shareholders holding nominal share capital up to Rs 0.100 Million

276394929

6.14

ii. Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million

32380231

0.72

Any Other (specify)

 

 

NRI

10443013

0.23

TOTAL

4500000000

 100.00

 

Top 10 Shareholders as on March 31, 2007

 

Names of Shareholders

No. of Shares

Percentage of Holding

Reliance Industries Limited

3375000000

75.00

Chevron India Holdings Pte Limited

225000000

5.00

Life Insurance Corporation of India

82176682

1.83

Fidelity Shares and Securities Private Limited

75000000

1.67

State Bank of India

52000000

1.16

Goldman Sachs Investments Mauritius) I Limited

47006197

1.03

Industrial Development Bank of India Limited

33612406

0.75

Alaska Mercantile Company Private Limited

26691798

0.59

Global Investment House (K.S.C.C.)

22000000

0.49

Punjab National Bank

21500000

0.48

Total

3959987083

88.00

 

 

BUSINESS DETAILS

 

Line of Business :

Company is setting up a in Refinery Project

 

 

Products :

ITC Code No.

Product Description

27.10

Bulk Petroleum Products

390210.00

Polypropylene [PP]

 

 

GENERAL INFORMATION

 

Bankers :

State Bank of India

Corporate Accounts Group Branch, Voltas House, 23, J N Heredia Marg, Ballard Estate, Mumbai 400001

Tel:  91-22-2267 1916

Fax: 91-22-2267 9030

 

HDFC Bank Limited

Manekji Wadia Building, Nanik Motwane Marg, Fort, Mumbai 400023

Tel: 91-22-2270 3390

Fax: 91-22-2270 3392

 

IDBI Bank Limited

224 A Mittal Court, A Wing, Nariman Point, Mumbai 400021

Tel: 91-22-2202 4831

Fax: 91-22-2282 4071

 

ICICI Bank Limited

215, Free Press House, Nariman Point, Mumbai 400021

Tel: 91-22-2284 2947

Fax: 91-22-2285 3591

 

 

Facilities :

SECURED LOAN

31st March, 2007 [Rs in Millions]

Term Loans from Banks:

 

In Foreign Currency

43470.000

In Indian Currency

11200.000

Total

54670.000

Note:

The above term loans from Banks are secured/to be secured by a first ranking pari passu mortgage over leasehold interests under the Land Lease Agreement and the fixed assets (including plant and machinery) of the Project  affixed thereon; a first ranking pari passu charge over movable assets (other than current assets and investments) of the Project; a floating second ranking charge over such of the Company’s current assets relating to the Project that are charged on a first ranking basis to the working capital lenders and an assignment of Company’s right, title and interest under the key Project Agreements.

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

Chaturvedi & Shah

Chartered Accountants

(member of Nexia International)

A-3, Laxmi Towers, first floor, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, India.

Tel:  91-22-3061 6100

Fax: 91-22-3061 6125

 

Deloitte Haskins & Sells

Chartered Accountant,

12, Dr. Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai 400018, India

Tel:  91-22-5667 9000

Fax:  91-22-5667 9100

 

 

Subsidiaries :

Ř       Reliance Jamnagar Infrastructure Limited

 

 

Associates :

Ř       Reliance Utilities and Power Limited

Ř       Reliance Ports and Terminals Limited

Ř       Indian Petrochemicals Corporation Limited

 

 

Holding Company :

Ř       Reliance Industries Limited

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

10,000,000,000

Equity Shares

Rs. 10/- Each

Rs. 100000.000 Millions

5,000,000,000

Preferences Shares 

Rs. 10/- Each

Rs. 50000.000 Millions

 

Total

 

Rs. 150000.000 Millions

 


Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

450 00 00 000

Equity Shares

Rs. 10/- Each

Rs. 45000.000 Millions

 

Less : Calls in Arrears – by others

 

Rs. 0.488 Million

 

Total

 

Rs. 44999.512 Millions

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

 

SOURCES OF FUNDS

 

31.03.2007

31.03.2006

28.02.2006

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

44999.512

27000.000

27000.000

2] Share Application Money

0.000

4500.000

0.000

3] Reserves & Surplus

89488.700

0.000

0.000

4] Miscellaneous Expenditure

0.000

0.000

0.000

NETWORTH

134488.212

31500.000

27000.000

LOAN FUNDS

 

 

 

1] Secured Loans

54670.000

0.000

0.000

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

54670.000

0.000

0.000

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

189158.212

31500.000

27000.000

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1616.478

19036.138

11119.210

Capital work-in-progress

185900.910

0.000

15905.460

 

 

 

 

INVESTMENT

2280.339

7985.263

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

0.000

 

Sundry Debtors

0.000

0.000

0.000

 

Cash & Bank Balances

95.531

4509.617

0.960

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

5785.801

2.212

0.000

Total Current Assets

5881.332

4511.829

0.960

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

6515.199

55.350

49.730

 

Provisions

5.648

3.519

0.300

Total Current Liabilities

6520.847

58.869

50.030

Net Current Assets

[639.515]

4452.960

(49.070)

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

25.639

24.400

 

 

 

 

TOTAL

189158.212

31500.000

27000.000

 


KEY RATIOS

 

PARTICULARS

 

 

31.03.2007

31.03.2006

28.02.2006

Debt Equity Ratio

(Total Liability/Networth)

 

0.45

0.00

0.00

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.90

76.64

0.02

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

Reliance Infrastructure Limited (“RFL”), a subsidiary of RIL, intends to lease about 1,700 acres of land to us for the Project. To date, it has acquired about 1,100 acres of land and needs to acquire an additional 600 acres of land in order that they may implement the Project. Any delay in acquiring such land by RFL or subsequently leasing it to us will have a material adverse effect on the Project. There can be no assurance that RFL will acquire the necessary land and lease it to us, or that it will do so in a timely manner. The timely completion of the Project involves managerial and logistical challenges for RIL, RIL’s Affiliates and us. Any significant delay in completing the Project as planned or on schedule may result in RPL commencing operations in an increased competitive environment for premium products. This may be due to the addition of new refining capacity by competitors as well as upgradation of existing refineries. Such a scenario may have a material adverse effect on their business, results of operations and financial condition.

 

Operations - Implementation of the Project: 

 
The Company is making rapid strides on setting up a greenfield petroleum refinery having a total atmospheric distillation capacity of approximately 580000 barrels per stream day and polypropylene plant having a capacity to produce 0.9 million tonne per annum. The project, being set up in a Special Economic Zone (SEZ) at Jamnagar in Gujarat at an estimated cost of Rs.270000 Millions, witnessed significant progress during the year and has achieved several key milestones within a short period of 16 months since kick-off. 

 
During the year under review, all significant statutory approvals, including SEZ approvals, have been obtained. The equity financing of the project was completed through the Company's initial public offer. The ITO received an unprecedented response from domestic and international investors and created several new in the history of the Indian Capital Market. Debt financing of the project has also been evincing equally encouraging and path breaking response from banks and institutions across continents and is progressing as per schedule. 

 
The project is being implemented aggressively with basic engineering and a major part of detailed engineering already complete. Civil, structural and mechanical works are going on in full swing leading to substantial change in the skyline at the site. Procurement and contracting activities for all long lead and critical equipments have been completed and emphasis directed towards vendor monitoring to ensuring compliance with quality and delivery commitments. 

 
As on March 31, 2007, the Company has utilised Rs.189390 Millions for the Project. The projected utilisation of funds as per the Prospectus dated April 28, 2006 was Rs.115910 Millions. The variation is mainly due to payments in advance under various project contracts to ensure continued efficient and speedy implementation of the Project. 

 
Progress made on all aspects of implementation is satisfactory and the project is well on its way towards scheduled completion by December 2008. 

 
The Company has not commenced revenue operations hence no profit and loss account has been prepared. 
 
Management's Discussion & Analysis Report: 

 
A detailed review of the progress of the project and the future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report. 

 
Fixed Deposits: 

 
The Company has not accepted any fixed deposits during the year under review. 

 

Promoter Group Companies: 

 
Pursuant to an intimation from Promoter i.e. Reliance Industries Limited (RIL), names of Promoters and companies comprising the 'group' as defined in the Monopolies and Restrictive Trade Practices ('MRTP') Act, 1969, have been disclosed in the Annual Report of the Company. 

MANAGEMENT'S DISCUSSION ANALYSIS 

Forward Looking Statements: 

This report contains forward looking statements, which may be identified by their use of words like 'plans', 'expects', 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates' or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company's strategy for growth, product development, market position, expenditures and financial results, are forward looking statements. Forward looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realised. The company's actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events. 
 
Introduction: 
 
Reliance Petroleum Limited ('RPL' or the 'Company'), was set up to harness an emerging value creation opportunity in the global refining sector by Reliance Industries Limited (RIL), one of India's largest private sector company with a significant presence across the entire energy chain and a global leadership across key product segments. Currently, RPL is 75% owned subsidiary of RIL. RPL also benefits from a strategic alliance with Chevron India Holdings Pte Limited, Singapore, a wholly owned subsidiary of Chevron Corporation USA (Chevron), which currently holds a 5% equity stake in the Company. 

RPL was formed to set up a greenfield petroleum refinery and polypropylene plant in the Special Economic Zone (SEZ) at Jamnagar in Gujarat. This global sized, highly complex refinery is being located adjacent to RIL's existing refinery and petrochemicals complex, which is amongst the largest and most efficient in the world, thus offering significant synergies. 

With an annual crude processing capacity of 580,000 barrels per stream day (BPSD), RPL will be the sixth largest refinery in the world. It will have a complexity of 14.0, using the Nelson Complexity Index, ranking it amongst the highest in the sector. The polypropylene plant will have a capacity to produce 0.9 million metric tonnes per annum. 
 
The refinery project is being implemented at a capital cost of Rs.270000 Millions being funded through a mix of equity and debt. This represents a capital cost of less than US $10,000 per barrel per day and compares very favourably with the average capital cost of new refineries announced in recent years. The International Energy Agency (IEA) estimates the average capital cost of new refinery in the OECD nations to be in the region. of US $15,000 to 20,000 per barrel per day. The low capital cost of RPL becomes even more attractive when adjusted for high complexity of the refinery.

RPL's low capital cost is a result of the benefits of 'intelligent repeat' of design and engineering aspects of RIL's existing refinery, proactive procurement strategy and faster implementation of the refinery project.

This is expected to provide sustainable competitive advantage in the market place and enable RPL to deliver superior value in the coming years. 

RPL has embarked on an aggressive implementation plan and is targeting to complete the project within a short span of 3 years by 'intelligently replicating' the existing refinery of RIL, through repeat efforts on the engineering, procurement and construction fronts, with the same team, viz.

Bechtel, UOP, Foster Wheeler that created the existing refinery of RIL at Jamnagar - considered to be a modern temple of resurgent India

Overview of 2006-07: 

It was the first full year and a historic one for the Company. RPL achieved several significant milestones including a strategic alliance with Chevron, a successful equity issue, and an award-winning debtraising effort whilst making rapid strides on all fronts of project implementation. 

Strategic alliance with Chevron: 

In a landmark development during the fiscal year 2006-2007, RIL and Chevron embarked on a strategic partnership in RPL with a view to optimally leverage mutual strengths and exchange best practices to create superior value for stakeholders. 

With operations across 180 countries worldwide, refining capacity of over 2 million barrels per day (BPD) and a daily production of over 2.5 million barrels of oil equivalent (BOE), Chevron brings significant expertise in the areas of refining technologies and understanding of the crude and product markets globally. 

As per the agreement, Chevron acquired a 5% stake in RPL and also nominated a Director on the Board of the Company. The Agreement provides Chevron with the right to acquire an additional 24% of the equity stake in RPL on conclusion of the collaboration agreements between Chevron and Reliance. 

This decision of Chevron to acquire an equity stake in an upcoming refinery project is a reaffirmation of Reliance's strengths in project execution and commissioning coupled with Reliance's talented human resource base. This also heralds India's entry into the league of being a major player in the refinery sector in the world. 

Initial Public Offering: 

In another significant development, the Company entered the capital markets with an initial public offering (IPO) of equity shares that met with resounding success. As a part of the IPO, the Company offered 135 crore shares, which included a promoters' contribution of 90 crore shares as per SEBI guidelines and a net offer to the public of 45 crore shares at a price of Rs.60 per share, thus raising an aggregate sum of Rs.81000 Millions. 

The IPO received an overwhelming response from investors and created several new records in the Indian capital markets. The issue was oversubscribed 51 times and witnessed an aggregate order book of over Rs.1430000 Millions (about US$ 32 billion), a record of sorts in the Indian context. 

Importantly, the response of institutional investors to the issue, with an oversubscription of 68 times, reaffirmed the confidence of the global investing community in the refinery project and prospects of the Company.

Equally encouraging was the response from the retail investors, whose faith in the promoters of the Company was demonstrated by over 21 lac applications received, which was yet another new record for the Indian capital markets. 
 
Ahead of the initial public offerings, RPL made a pre-IPO placement of 45 crore shares to institutional investors, representing 10% of post issue paid-up capital of the Company. The pre-IPO placement met with encouraging response from both domestic and foreign institutional investors. The issue was oversubscribed and shares were placed to 20 institutional investors at an issue price of Rs.60 per share with a lock-in of 1 year as per SEBI guidelines. 
 
Supported by the successful pre-IPO placement of equity and the IPO, the Company has raised equity funds required for the refinery project under implementation. 

Award Winning Debt Raising Efforts: 

The year under review also witnessed a path breaking performance by the Company in its debt raising efforts that met with astounding success leading to several accolades from organisations of global repute. 

Through a well executed global syndication, RPL raised foreign currency loans of US$ 2.0 billion, making it the 'largest foreign currency financing for any single project from India'. Against an initial target of $1.5 billion, the Company secured commitments for over US$3.4 billion from 52 banks across three continents leading to an oversubscription of 2.3 times the initial facility. Encouraged by the response, RPL raised an additional amount of US$500 million by utilising the excess demand to raise the additional debt required for the Project. 
 
Being the largest foreign currency financing for any single project from India, with the greatest number of banks participating in any single deal in India, the success of RPL's syndicated loan facility attracted global attention. The Company received various awards and recognition, significant amongst which are the following: 

  • Sponsor of the Year for 2006 - Project Finance International 
  • Asian Petrochemical Deal of the Year for 2006 - Project Finance International 
  • Asia-Pacific Oil & Gas Deal of the Year for 2006 - Project Finance 
  • Asia Pacific Loan of the Year - IFR 
  • Best Syndicated Loan Asia Pacific - IFR Asia 
  • Best Project Finance Deal - Finance Asia 
  • Best Syndicated Loan - The Asset 
  • Best Project Finance Deal for the Year - The Asset 
  • Best Project Financing - Asia Money 

 
Apart from the syndicated foreign currency loan facility, the Company has also tied tip rupee debt to the tune of Rs.11200 Millions. Negotiations are at an advanced stage for tying up of the balance debt with the local banks as well as Export Credit Agencies. As at the year end, the Company has drawn loan funds to the tune of Rs.54670 Millions, towards part-financing the project under implementation. 

Rapid strides on implementation fronts: 

The year also witnessed the achievement of several significant milestones on all aspects of project implementation, including a successful transition from its engineering and procurement phase to the construction phase. This has resulted in a dramatic change in the skyline of the project site at Jamnagar, within a short period of 16 months since commencement of project implementation. RPL has hence established a new industry record for refinery implementation and is progressing towards a scheduled completion by December 2008. 

Project Progress Review: 

During the year, RPL secured all significant approvals required for implementation of the refinery project, including SEZ approvals and notification of the refinery project as an unit in the Jamnagar Special Economic Zone. 
 
On the engineering front, significant progress has been made during the year. While basic engineering work was complete, over 80% of detailed engineering work was also completed. Over 93% of estimated scope of drawings for concrete work and underground piping activities was released to the site, and the development of structural steel drawings was about 70% at the end of the fiscal year. Over 7,500 engineers have been commissioned across the globe at several interconnected locations to deliver world-class engineering output for the project. As a part of the Company's efforts to reduce construction interferences and minimum rework at site, RPL embarked on a massive 3D site modeling effort which is nearing completion and is expected to yield significant benefits in the coming year. 

On the procurement front, the achievements are equally appealing. During the year, RPL successfully concluded procurement and contracting activities for all long- lead and critical equipment with their deliveries having commenced at site. In fact, equipment installations are also in progress and have resulted in a dramatic change in the skyline of the project site.

A considerable part of other procurement and contracting activities have also concluded. Simultaneously, the Company also made significant progress on the procurement of bulk materials required for the project. Over 80% of the structural steel and considerable part of piping material have been delivered to the site and procurement of other project bulks such as, electrical instrumentation, have been ensured to meet project requirements.

Hence the emphasis has now shifted towards vendor monitoring to ensure compliance with quality and delivery commitments. 
 
Reflecting the success of a concerted implementation effort, the project transitioned successfully from its engineering and procurement phase to the construction phase. This was a remarkable achievement for a project of this magnitude since the transition came about within a year of the project commencement. So far, over 1,025,000 cubic meters of concreting work has been completed and has gained considerable momentum in recent months. 

On the back of the development in the civil construction activities, piping and equipment, front generation have also progressed rapidly during the year. Nearly 40,000 tonnes of structural steel fabrication and 30% of pipe fabrication and pipe erection work has also been completed. Overall, the project has achieved and maintained a significant progress trend throughout the year. With a cumulative progress of over 50% being achieved, there is greater confidence on sustaining. the momentum and timely completion of the project by December 2008. The timely completion of the refinery project will enable the Company to benefit from an early mover advantage and reap the benefits of emerging opportunities in the sector whereby creating superior value for its stakeholders. 
 
Industry Overview and Prospects: 

While crude prices continued to be volatile, demand trend remained positive notwithstanding high oil prices. Tightening product specifications added pressure on an already stretched refining system accompanied by a slow growth in new capacities. Complex refiners gained further from high light-heavy differentials which reflected the change in global crude dynamics. 

Positive demand dynamics: 

Supported by robust global economic growth, the strong demand for petroleum products continued, notwithstanding higher prices. The global economy grew by a notable 4.8% in 2006 despite concerns about tighter financial market conditions, high oil prices and inflation. A key contributor to the positive growth trend has been the Asian region, which grew by 8.4%, led by China and India, who clocked an impressive 10.8% and 8.2% growth in their respective economies. A strong growth in the Middle East and CIS countries also contributed positively. 
 
Global demand for petroleum products grew steadily from 83.5 million BPD to 84.2 million BPD in 2006. While demand from Non-OECD countries grew by 1.1 million BPD, driven by China and the Middle East, actual demand from OECD nations shrank on the back of begin weather conditions and substitution of fuel oil by natural gas for power generation during the year. 

Supported by a positive economic outlook, the International Energy Agency (IEA) expects to see continued strong growth in global demand for petroleum products and forecasts it to grow by 1.8% to 85.7 million BPD in 2007, driven mainly by China, India and the Middle East. In the medium term, petroleum product demand is expected to clock a compounded annual growth rate of 2% during 2006 - 2010, as per projections of World Refining and Fuel Services, Hart in 2007. 

Amidst strong growth, the industry witnessed the continuing trend of a gradual shift in demand in favour of lighter, transportation fuels. During calendar year 2006, aggregate demand for gasoline, middle distillate and jet kero grew by 2.2% as against an average demand growth of only 1.5% for heavier products. Given expectations of continued shift in demand patterns, industry experts forecast light refined products (excluding LPG) to account for about 80% of incremental demand for petroleum products globally over the next 5 years. Strong demand growth is expected to come from gasoline, middle distillate and Jet Kero, which are expected to record a compounded annual growth rate of 2%, 2.4% and 2.8% respectively during 2006-2010.

Residual fuel oil is expected to show an insignificant growth of 0.1% per annum during this period. 
 
Meanwhile, the industry witnessed further tightening of product specifications across regions globally. The US rolled out the Ultra Low Sulfur Diesel (ULSD) with the objective of reducing sulfur in diesel to 15 ppm and also phased out MTBE in gasoline during the year. These present new trade opportunities for global complex refiners, like the RPL refinery project, with ultra clean product capabilities. 

Refinery capacity and utilization trends: 

In contrast to strong demand growth during 2006, global refining capacity grew only marginally, from 84.9 million BPD to 85.7 million BPD, on the back of capacity creep by select players. This resulted in additional pressure on the global refining system that was already stretched with operating rates at about 86%, which is amongst the highest levels witnessed in the last two decades. The average capacity utilization for refineries in North America, Europe and Asia were at 87%, 85% and 87% as against 87%, 86% and 88% respectively during 2005. This set the stage for continued strength in refining margins, well above historical averages, even during 2006. 

Looking beyond, IEA estimates a global crude distillation capacity requirement of about 11.6 million BPD towards meeting estimated global demand by 2011. Though several large capacity announcements have taken place in recent years, their progress so far has been quite slow on account of rising costs and manpower shortages. In an already stretched refining environment, it raised concerns on the ability to meet incremental demand growth and improved prospects for refining margins, especially for complex refiners. 

GRM performance: 

The year witnessed significant volatility in refining margins globally.

Though regional benchmarks averaged lower than their respective peaks in 2006, complex margins reached a new high of $13.6 per barrel during the first half, supported by tightened product markets, booming light product cracks and unplanned maintenance by large refiners. However, simple margins dropped on the back of improved utilization, lower turnaround rate and fuel switching in China and US. Consequently, refinery cracking margins for US Gulf coast, Rotterdam, Mediterranean and Singapore averaged only at around $8.4, $4.8, $5.4 and $5.9 per barrel in 2006 as against an average of $9.5, $6.7, $5.6 and $6.5 respectively during 2005. 

Also, the crack spreads remained healthy during the year under review. The crack spread for gasoline in Singapore averaged at $11.7 per barrel in 2006 as against $12.6 per barrel in 2005 while that of gasoil was at $15.2 and $14.7 per barrel respectively during this period. Fuel oil crack margins averaged at $(-)12.6 per barrel as against $(-)8.7 per barrel in 2005, leading to lower margins for simple refiners. 

Viewed in the context of robust growth in demand, stretched utilisation levels and lagging new capacities, the medium term outlook for refining margins appear positive. Also supportive of the margins is the expectation that the refinery bottleneck is unlikely to disappear before 2011 due to delays in completion of some major new refinery projects. Changes in product specifications are also leading to lower yields of clean products as the refiners reconfigure their processes to meet specifications. Complex refiners would gain further from (i) higher premiums for ultra clean products in the western markets arising from tightening product specifications and (ii) changing crude dynamics resulting in wider light-heavy differentials. Being a highly complex refinery, RPL is thus well positioned to capitalise on the positive trends in the coming years. 

Crude price movements and outlook: 

During the year, crude prices remained volatile and touched a new high, with the WTI peaking at $76.95 per barrel in August 2006. Spurt in crude prices were due to a combination of geopolitical events and unplanned outages of some of the oil production fields. 

Though prices softened later to $59 per barrel levels by October 2006, Brent, WTI and Dubai crude prices still averaged at US$65.14, US$66.02 and US$61.52 per barrel for 2006, reflecting an increase of 19%, 17% and 24% respectively over the corresponding levels of 2005. According to ESAI estimates, crude oil prices are expected to remain within the $50 - 60 per barrel range with WTI, Brent and Dubai prices averaging around $59, $57 and $53 per barrel over the next few years. 

Opportunities: 
 
The Company sees an exciting opportunity in global refining on the back of continuing strong demand for petroleum products, supported by robust economic growth outlook. Slow growth in capacities due to an ongoing thrust on capacity modernisation and upgrades by existing refiners and a continuing delay in implementation of new capacities are expected to throw open exciting trade opportunities, especially for ultra clean transportation fuels that meet the stringent product specifications of the developed economies. While these would support superior margins, the Company foresees additional margin opportunities in wider light heavy differentials that can be captured by leveraging its complexity for processing heavier crude varieties. RPL intends to capitalise on these opportunities by leveraging the project's key competitive strengths.

Persons constituting Group coming within the definition of ‘group’ as defined in the Monopolies and

Restrictive Trade Practices Act, 1969 include the following :

  • Reliance Industries (Middle East) DMCC
  • Reliance Jamnagar Infrastructure Limited
  • Reliance LNG Limited
  • Reliance Netherlands BV
  • Reliance Nutraceuticals Private Limited
  • Reliance Petroinvestments Limited
  • Reliance Pharmaceutical (India) Private Limited
  • Reliance Poyolefins Private Limited
  • Reliance Retail Finance Limited
  • Reliance Retail Insurance Broking Limited
  • Reliance Retail Limited (RRL)
  • Reliance Strategic Investments Limited
  • Reliance Technologies LLC
  • Reliance Ventures Limited (RVL)
  • RESQ Limited
  • Retail Concepts and Services (India) Limited
  • Reliance Industries Limited (Promoter)
  • Chevron India Holdings Pte. Limited (Promoter)
  • Ranger Farms Limited
  • Reliance Aromatics and Petrochemicals Private Limited
  • Reliance Chemicals Private Limited
  • Reliance Commercial Associates Private Limited
  • Reliance Dairy Foods Limited
  • Reliance Do Brasil Industria E Commercia De Portudos Texteis Quimicos, Petroquimicos E Derivados Limiteda (Reliance Brazil L.L.C.)
  • Reliance Energy and Project Development Private Limited
  • Reliance Europe Limited
  • Reliance Exploration & Production – DMCC
  • Reliance Global Management Services Private Limited
  • Reliance Haryana SEZ Limited
  • Reliance Industrial Infrastructure Limited
  • Reliance Industrial Investment & Holdings Limited

 

FIXED ASSETS

 

  • Building
  • Plant and Machinery
  • Furniture and Fixture
  • Vehicles

 

AS PER WEBSITE DETAILS

 

 

Promoters       

Promoters are Reliance Industries Limited (“RIL”), which owns 75% of their equity share capital. On April 20, 2006, Chevron India has agreed to be one of the Promoters of the Company along with RIL. Chevron India holds 5% of their equity share capital.

The Reliance Group, founded by Dhirubhai H. Ambani (1932-2002), is India 's largest private sector enterprise, with businesses in the energy and materials value chain. Group revenues add up to USD 20 billion. The flagship company, Reliance Industries Limited, is a Fortune Global 500 company.

The Group's activities span exploration and production of oil and gas, petroleum refining and marketing, petrochemicals (polyester, fibre intermediates, plastics and chemicals) and textiles.

Reliance enjoys global leadership in its businesses, being the largest polyester yarn and fibre producer in the world and among the top five to ten producers in the world in major petrochemical products.

The Group exports products worth USD 5 billion to more than 100 countries in the world. There are 25,000 employees on the rolls of Group Companies. Major Group Companies are Reliance Industries Limited and Indian Petrochemicals Corporation Limited

Reliance Industries Limited

Reliance Industries Limited (RIL) is India's largest private sector company on all major financial parameters with turnover of Rs 891240 Millions (US$ 20 billion), cash profit of Rs 131740 Millions (US$ 3 billion), net profit of Rs 90690 Millions (US$ 2 billion), net worth of Rs 498040 Millions (US$ 11 billion) and total assets of Rs 930950 Millions (US$ 20.9 billion).


RIL is the first and only private sector company from India to feature in the Fortune Global 500 list of 'World's Largest Corporations' and ranks amongst the world Top 200 companies in terms of profits, RIL is also ranked amongst the top 25 climbers in the list for second consecutive year. RIL emerged in the world's 10 most respected energy/chemicals companies and amongst the top 50 companies that create the most value for their shareholders in a global survey and research conducted by PricewaterhouseCoopers and Financial Times in 2004. RIL also features in the Forbes Global list of world's 400 best big companies and in FT Global 500 list of world's largest companies.

Press Release

 

Reliance Petroleum Board appoints Mike Warwick as Director

Mumbai, July 23, 2007: The Board of Directors of Reliance Petroleum Limited ('RPL') approved the appointment of Mr. Mike Warwick as a director of the company.

 

An oil industry veteran, Mr. Warwick has over three decades of experience in various markets across the globe. He retired last year as CEO of Shell Trading the vehicle responsible for the global trading activities of the Shell group in Oil, Gas, Power and Chemicals and the world’s largest physical trader in crude oil and refined products.

A notice to this effect has already been sent to the Stock Exchanges.

 

 

RPL achieves overall project progress of 65%

 

Refinery on track for timely completion

 

JAMNAGAR (Gujarat), 16th July 2007:

 

Reliance Petroleum Limited (“RPL”) continues to

make rapid progress in implementation of its large, complex refinery, coming up in a SEZ at Jamnagar. Reflecting rapid strides made on all implementation fronts, RPL has achieved overall project progress of 65% - in just 19 months since commencement of the Project. With engineering and procurement activities nearing completion and required site infrastructure mobilised to sustain the fast pace of construction, RPL refinery is well on track for completion by December 2008.

 

During the quarter, project implementation gained further momentum and led to achievement of several significant milestones, including the following:

 

• Engineering efforts peaked and cumulative engineering progress crossed the 90% mark.

• Procurement and contracting activities nearly completed.

• Deliveries of critical, long lead equipments and over dimensional consignments (ODCs) have commenced and their installation is underway.

• Civil construction is nearing completion

• Dramatic change in the skylines with over 500 equipments already installed at the site.

 

The progress on the engineering front has been excellent. The entire scope of drawings for concreting and underground piping is released for construction. Over 90% of drawings required for structural steel fabrication and 85% of piping have been completed. The focus has shifted towards engineering close-out for most of the units. This massive team effort involved over 7,500 engineers, who worked from several interconnected locations across the world.

 

The quarter witnessed near completion of procurement activities for most equipments, tagged items and substantial part of bulk materials. Deliveries and installation of critical, long lead and heavy equipments have commenced. Focus is now on vendor expediting and follow-up to ensure compliance with quality and delivery commitments for the balance equipments.

 

The construction activities gained further momentum with massive resource mobilization efforts and near peak implementation force already at the site. Over 1.3 million cubic meters of concrete has been poured so far. On the back of remarkable construction progress, 50% of structural steel fabrication, 75% of tankage fabrication and nearly 30% of pipe fabrication and installation has also been completed.

 

Meanwhile, the global industry fundamentals have strengthened further and promise exciting value creation opportunities for large and complex refiners. Supported by robust economic growth outlook, global demand for petroleum products is expected to grow stronger. Slow growth in capacities due to thrust on modernisation and upgrades by existing refiners and continuing delays in new capacities are expected to keep supplies under pressure and throw open exciting trade opportunities especially for ultra clean transportation fuels. Reflecting the

skewed demand supply balance, refining margins are expected to remain firm in the foreseeable future. Complex refiners will gain further from the continuing wider light heavy differentials.

 

Commenting on the project progress at the maiden Annual General Meeting of the Company since the IPO, Mr Mukesh Ambani, Chairman of RPL said “We are well on our way to recreate history of successfully completing the project in a record time frame. I am pleased with the rapid progress achieved by RPL on all fronts of implementation. I would like to compliment the entire RPL team for a successful lift-off of the project. The team is fully equipped to sustain the rapid pace of construction in the coming quarters.

 

 

RPL refinery project completes one year since kick-off.

 

Significant progress achieved on all fronts

 

Refinery execution on fast track for completion by December 2008

 

MUMBAI, 12th January 2007: Reliance Petroleum Limited (RPL) successfully completed the first year of implementation of its world-class complex refinery, being built in a special economic zone at Jamnagar. The refinery project was kicked off in December 2005.

 

The refinery project has made rapid strides on all implementation fronts, including physical progress at the site and has achieved several key milestones during the first year itself. Significant accomplishments since the project kick-off include the following:

 

• All statutory approvals, including SEZ approvals, have been obtained.

 

• The equity financing of the project was completed through a highly successful IPO that established several new records in the Indian capital markets.

 

• Through successful global syndication, RPL obtained commitments for US$2bn of debt, which is the largest foreign currency financing for any single project from India.

 

• RPL concluded a strategic partnership with Chevron.

 

• Basic engineering and a major part of detailed engineering is complete.

 

• All long lead and critical equipments have been ordered and remaining procurement/ contracting activities are nearing completion.

 

• Construction work at site has taken-off and is progressing at a rapid pace.

 

The fast track implementation of the project has led to substantial change in the skyline of the project site with civil, structural and mechanical works in full swing. RPL has developed sufficient site infrastructure to sustain construction on fast track and is ready to receive peak implementation workforce required for the project. RPL has thus set a perfect launch pad for creating new industry records for project implementation and is well on its way towards scheduled completion by December 2008.

 

The engineering progress achieved thus far has been commendable. Nearly two-thirds of detailed engineering work is complete and a substantial part of concrete, underground and structural steel drawings have been released to the site. A massive 3D site modelling effort is underway and is expected to provide benefits of superior engineering quality, reduced construction interferences and minimum rework at site. Over 7,500 engineers are working on the project at several interconnected locations across the globe.

 

On the procurement front, RPL has made significant strides. All long lead and critical equipments have been ordered and a substantial part of overall procurement and contracting activities has been completed. Equipment deliveries have commenced and more than 80% of structural steel and a significant part of piping materials have also been delivered to the site. Emphasis has now shifted towards vendor monitoring and follow-up for ensuring compliance with quality and delivery commitments.

 

The construction activities have gained further momentum with over 600,000 cubic meters of concreting already completed (equivalent to several scores of skyscrapers). The month of December 2006 witnessed the creation of a new record with over 168,550 cubic metres of concrete poured in a single month. Through this, RPL has even surpassed the record created during the implementation of RIL’s refinery at Jamnagar. Structural works have taken off with more than 30,000 tonnes of steel and tankage fabrication work already completed.

 

At the industry level, the global refining fundamentals remain intact and promise exciting value creation opportunity for complex refineries. The continuing shortage of global refining capacities coupled with tightening product specification, slow growth in desulphurization capacities and widening light heavy differentials is expected to result in widening demand supply gap for transportation fuels globally. Buoyant outlook for the global economy augurs well for petroleum products demand and reinforces confidence on the long term prospects for the sector.

 

Commenting on the progress Mr Mukesh Ambani, Chairman of Reliance Petroleum Limited said “I am extremely encouraged by the rapid progress made by RPL on all aspects during the first year of implementation. The substantial progress achieved at site gives me further confidence that the refinery is well on its way towards scheduled completion by December 2008. RPL is well positioned to capitalise on the emerging opportunities in the sector and create superior value for its shareholders”.

 

 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.39.74

UK Pound

1

Rs.80.34

Euro

1

Rs.56.30

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

7

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

-

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

-

--PROFITABILIRY

1~10

-

--LIQUIDITY

1~10

9

--LEVERAGE

1~10

9

--RESERVES

1~10

8

--CREDIT LINES

1~10

8

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

48

 

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

 

Financial condition (40%)            Ownership background (20%)                 Payment record (10%)

Credit history (10%)                    Market trend (10%)                                Operational size (10%)

 


 

RATING EXPLANATIONS

 

RATING

STATUS

 

 

PROPOSED CREDIT LINE

>86

Aaa

Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums

 

Unlimited

71-85

Aa

Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums

 

Large

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

 

Fairly Large

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

 

Satisfactory

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.

 

Small

11-25

Ca

Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity

 

Limited with full security

<10

C

Absolute credit risk exists. Caution needed to be exercised

 

 

Credit not recommended

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

 

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions